NOTICE NOTICE is hereby given that the Thirteenth Annual General Meeting of the members of Wonderla Holidays Limited will be held at 4.00 p.m on Wednesday, the 12th of August, 2015 at Wonderla Resort, 28th KM, Mysore Road, Bangalore - 562 109, Karnataka, to transact the following business: ORDINARY BUSINESS: 1. Adoption of financial statements To receive, consider and adopt the audited financial Statements of the Company which include the Balance sheet as at 31st March, 2015, the Statement of Profit and Loss for the year ended on that date and the reports of Board of Directors and Auditors thereon. 2. Declaration of dividend To declare final dividend of Rs. 1.50 per equity share of Rs. 10 each for the year ended 31st March, 2015. 3. Appointment of Director To appoint a Director in the place of Ms. Priya Sarah Cheeran Joseph, who retires by rotation, and being eligible, seeks re-appointment. 4. Appointment of Statutory auditors To re-appoint Statutory auditors of the Company to hold office from the conclusion of this AGM to the conclusion of next AGM and to fix their remuneration and to pass the following resolution, with or without modification: “RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder and pursuant to the recommendation of Audit Committee of the Board of Directors, M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W), be and are hereby re-appointed as statutory auditors of the Company to hold office from the conclusion of this AGM to the conclusion of next AGM and that the Board of Directors be and are hereby authorised to fix such remuneration as may be recommended by the Audit Committee and agreed upon by the auditors.” SPECIAL BUSINESS: 5. Approval for borrowings To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded to the Board of Directors to borrow monies in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained/ to be obtained from the Company’s Bankers in the ordinary course of business, shall not be in excess of Rs. 300 Crores (Rupees Three Hundred Crores).” 6. Approval for creation of charge/ mortgage To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof 1 th 13 ANNUAL REPORT 2014 - 2015 for the time being in force), consent of the members be and is hereby accorded to the Board of Directors for creation of charge and /or mortgage on such terms and conditions for borrowings upto Rs. 300 Crores (Rupees Three Hundred Crores) from time to time and in such form or manner, as they may think fit, the whole or substantially whole of the Company’s undertaking(s) including the present and/ or future properties, whether moveable or immovable comprised in any or new undertaking(s) of the Company as the case may be, in favour of financial institutions, corporations, banks, mutual funds, Government/ other agencies or any other person(s), entities which give, provide or extend loans/ facilities to the Company or in favour of trustee of such lenders to secure the said amount of loans/ debentures together with interest thereon, commitment charges, liquidated damages, premium on redemption, trustees remuneration, costs, charges, expenses and all other monies payable under the agreement(s)/ arrangement(s) entered into/ to be entered into by the Company in respect of the said loans as the Board may deem fit in the best interest of the Company.” 7. Approval to invest surplus funds of the Company To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification, amendment or re-enactment thereof for the time being in force and as may be enacted from time to time), consent of the members be and is hereby accorded to invest surplus funds of the Company in deposit(s) of banks, financial institutions, Housing finance Companies and mutual fund(s) and to acquire by way of subscription, purchase or otherwise the securities of other Body Corporates in excess of the limits specified under the said Section and that the amounts to be invested together with the amounts already invested shall not exceed Rs. 300 Crores (Rupees Three Hundred Crores).” By order of the Board For Wonderla Holidays Limited Bangalore Srinivasulu Raju Y May 21, 2015 Company Secretary Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. A blank form of proxy is enclosed and if intended to be used, should be lodged with the Company at the Registered Office at least 48 hours before commencement of the meeting. 3. Members who wish to seek/ desire any further information/ clarification on the financial statements at the meeting are requested to send their queries at least 48 hours in advance of the date of the meeting to the Registered Office. 4. The Register of Members and the Share Transfer books of the Company shall remain closed from Thursday, the 6th of August, 2015 to Wednesday, the 12th of August, 2015 (both days inclusive) for the purpose of payment of final dividend for the fiscal year 2014-15 and the AGM. 5. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto. 6. Dividend if any declared as per the recommendation of the Board, will be paid within 30 days from the date of declaration to those shareholders whose names appear in the Register of members as on August 5th 2015. 2 7. The Company has so far declared dividends and issued warrants to the shareholders as below: Year Dividend Per Date of Declaration of Due date of transfer to Investor Share (Rs.) Dividend Education and Protection Fund 2010-11 1.50 12th September 2011 11th September, 2018 2011-12 1.50 9th August 2012 8th August, 2019 2012-13 1.50 24th July 2013 23rd July, 2020 2013-14 1.50 19th September 2014 19th September, 2021 Those shareholders who have not encashed their warrants so far are requested to send their claims for payment, by giving non-receipt of dividend declaration to the Company. List of shareholders to whom dividends remain unpaid are available on the website of the Company http://www.wonderla.com/investor-relations. 8. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members. Members holding shares in physical form and desirous of either registering bank particulars or changing bank particulars already registered against their respective folios for payment of dividend are requested to write to the Company. 9. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified. 10. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. 11. Details under Clause 49 of the Listing Agreement with the Stock Exchange in respect of the Directors seeking appointment/re-appointment at the Annual General Meeting, forms integral part of the notice. The Directors have furnished the requisite declarations for their appointment/ re-appointment. 12. Electronic copy of the Annual Report for the year 2014-15 is being sent to all the members whose email IDs are registered with the Company/ Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Reports are being sent in the permitted mode. 13. Electronic copy of the Notice of 13th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/ Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same.